MyHealthChecked PLC Proposed Share Consolidation and Notice of AGM (0386V)

TIDMMHC

RNS Number : 0386V

MyHealthChecked PLC

03 April 2023

MyHealthChecked PLC

( " MyHealthChecked " or the "Company " )

Proposed Share Consolidation and Notice of AGM

MyHealthChecked PLC (AIM: MHC), the consumer home-testing healthcare company, announces that it will today post a circular to shareholders detailing the Board's proposal to consolidate the Company's share capital with the aim of improving the marketability of the Ordinary Shares. The Circular will also contain the Notice of the Annual General Meeting to be held on 11 May 2023.

A copy of the Circular and Notice of the Annual General Meeting will be available on the Company's website: www.investors.myhealthcheckedplc.com later today. Extracts from the Circular are set out below:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
                                                                      2023 
 Posting of the Circular and the                                   3 April 
  form of proxy 
 Latest time and date for receipt                      11.00 a.m. on 9 May 
  of forms of proxy for the Annual 
  General Meeting 
 Annual General Meeting                               11.00 a.m. on 11 May 
 Announcement of the result of                                      11 May 
  the Annual General Meeting 
 Record Date in respect of the                         6.00 p.m. on 11 May 
  Share Consolidation and final 
  date for trading in Existing 
  Ordinary Shares 
 Admission expected to become                          8.00 a.m. on 12 May 
  effective and dealings expected 
  to commence in the New Ordinary 
  Shares on AIM 
 CREST accounts expected to be                                      12 May 
  credited in respect of New Ordinary 
  Shares in uncertificated form 
 Expected date by which certificates          By the week commencing on 29 
  in respect of New Ordinary Shares                                    May 
  are to be despatched to certificated 
  Shareholders 
 
 

DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise.

 
 "Admission"                the admission of the New Ordinary Shares 
                             to trading on AIM in accordance with Rule 
                             6 of the AIM Rules; 
 "Annual General Meeting"   the Annual General Meeting of Shareholders 
  or "AGM"                   to be held at 11.00 a.m. on 11 May 2023 
                             and any adjournment thereof, to consider 
                             and, if thought fit, pass the Resolutions, 
                             notice of which is set out at the end 
                             of this document 
                           ----------------------------------------------- 
 "AIM"                      the market of that name operated by London 
                             Stock Exchange plc 
                           ----------------------------------------------- 
 "AIM Rules"                the AIM Rules for Companies whose securities 
                             are traded on AIM, as published by the 
                             London Stock Exchange from time to time 
                           ----------------------------------------------- 
 "Articles"                 the Company's articles of association 
                           ----------------------------------------------- 
 "Board" or "Directors"     the directors of the Company at the date 
                             of this Document, whose names are set 
                             out on page 6 of this Document 
                           ----------------------------------------------- 
 "Circular" or "Document"   this document dated 3 April 2023 
                           ----------------------------------------------- 
 "Company"                  MyHealthChecked PLC, a company registered 
                             in England and Wales with registered number 
                             06573154 
                           ----------------------------------------------- 
 "CREST"                  the computerised settlement system to 
                             facilitate transfer of title to or interests 
                             in securities in uncertificated form operated 
                             by Euroclear UK & International Limited; 
                           ----------------------------------------------- 
 "Existing Ordinary         the 780,088,967 o rdinary shares of 0.1p 
  Shares"                    each in the capital of the Company in 
                             issue at the date of this document, which 
                             are admitted to trading on AIM 
                           ----------------------------------------------- 
 "form of proxy"            the form of proxy accompanying this Document 
                             (or otherwise available) for use at the 
                             Annual General Meeting 
                           ----------------------------------------------- 
  "London Stock Exchange"   London Stock Exchange plc 
                           ----------------------------------------------- 
 "New Ordinary Shares"      the Ordinary Shares of 1.5p each in the 
                             capital of the Company arising on the 
                             completion of the Share Consolidation 
                           ----------------------------------------------- 
 "Ordinary Shares"          ordinary shares of 0.1p (or, following 
                             the Share Consolidation, 1.5p) each in 
                             the capital of the Company 
                           ----------------------------------------------- 
 "Record Date"              6.00 p.m. on 11 May 2023 (or such other 
                             time and date as determined by the Directors) 
                           ----------------------------------------------- 
 "Resolutions"              the resolutions set out in the notice 
                             of Annual General Meeting 
                           ----------------------------------------------- 
 "Share Consolidation"      the proposed consolidation of the Company's 
                             ordinary share capital pursuant to which 
                             every 15 Existing Ordinary Shares are 
                             consolidated into 1 New Ordinary Share 
                           ----------------------------------------------- 
 "Shareholders"             holders of Ordinary Shares in the Company 
                             from time to time 
                           ----------------------------------------------- 
 "Sterling" or "GBP"        the lawful currency of the UK 
                           ----------------------------------------------- 
 "UK" or "United Kingdom"   the United Kingdom of Great Britain and 
                             Northern Ireland 
                           ----------------------------------------------- 
 "US" or "United States"    the United States of America, its territories 
                             and possessions, any states of the United 
                             States of America and the District of 
                             Columbia and all other areas subject to 
                             its jurisdiction. 
                           ----------------------------------------------- 
 

STATISTICS

 
Number of Existing Ordinary Shares                             780,088,967 
 Number of Ordinary Shares in issue as at the 
  Record Date                                                  780,088,980 
Conversion ratio of Existing Ordinary Shares 
 to New Ordinary Shares                                           15 : 1 
Nominal value of an Ordinary Share following 
 the Share Consolidation                                            1.5p 
Number of Ordinary Shares in issue immediately 
 following the Share Consolidation                            52,005,932 
 
  New ISIN Code following the Share Consolidation           GB00BN7K5L93 
New SEDOL Code following the Share Consolidation                 BN7K5L9 
TIDM                                                                 MHC 
LEI                                                 213800RBHY6LZDG13168 
 
 
   1.      Introduction 

I am writing to you to set out the details of your Board's proposal to consolidate the Company's share capital with the aim of improving the marketability of the Ordinary Shares.

In addition, I am pleased to inform you that this year's annual general meeting will be held on 11 May 2023 at 11.00 a.m. in the Malt Room at The Maltings, East Tyndall Street, Cardiff, CF24 5EA.

The purpose of this document is to provide you with details of the Share Consolidation and the Resolutions to be proposed to Shareholders at the forthcoming Annual General Meeting. The formal Notice of Annual General Meeting is set out at the end of this document (together with a set of explanatory notes) and a form of proxy is also enclosed for you to complete, sign and return.

   2.      Background to and reasons for the Share Consolidation 

As at the date of this document, the Company has 780,088,967 Ordinary Shares in issue, with a closing mid-market price of 1.05 pence per Existing Ordinary Share (as at 31 March 2023, being the latest practicable Business Day prior to the date of this document). The Board believes that the Share Consolidation will improve the marketability of the Ordinary Shares by way of a higher share price and hopes to reduce volatility in the Company's share price by narrowing the spread of its bid and offer price.

It is therefore proposed that the existing ordinary shares of 0.1 pence each are consolidated on a 15 for 1 basis, such that every 15 Existing Ordinary Shares are consolidated into 1 ordinary share of 1.5p pence in nominal value. It is intended that 13 new Ordinary Shares will be allotted to the Company's registrars, Neville Registrars Limited, following the AGM so that the total number of existing Ordinary Shares is exactly divisible by 15 for the Share Consolidation. Assuming a share capital of 780,088,980 Existing Ordinary Shares immediately prior to the Record Date, following completion of the Share Consolidation, the Company will have 52,005,932 New Ordinary Shares in issue.

Application will be made in accordance with the AIM Rules for the New Ordinary Shares arising from the Share Consolidation to be admitted to trading on AIM, subject to Shareholders passing Resolutions 6 and 7 at the Annual General Meeting. It is expected that if such Resolutions are passed, Admission in respect of such New Ordinary Shares will become effective and that dealings in those New Ordinary Shares will commence on 12 May 2023.

No Shareholder will be entitled to a fraction of a New Ordinary Share. Instead, their entitlement will be rounded down to the nearest whole number of New Ordinary Shares. Remaining fractional entitlements to New Ordinary Shares will be aggregated and sold on behalf, and for the benefit of, the Company. If a Shareholder holds fewer than 15 Existing Ordinary Shares at the Record Date, then the rounding down process will result in that Shareholder being entitled to zero New Ordinary Shares and as a result of the Share Consolidation they will cease to hold any Ordinary Shares.

   3.      Annual General Meeting 

Set out at the end of this document is a notice convening the Annual General Meeting to be held on 11 May 2023 at 11.00 a.m. in the Malt Room at The Maltings, East Tyndall Street, Cardiff, CF24 5EA, at which the Resolutions will be proposed.

We are keen to welcome Shareholders in person to the Annual General Meeting this year and an explanation of the business to be considered at the Annual General Meeting is set out at the end of the formal notice of the Annual General Meeting which is set out at the end of this document.

Shareholders wishing to vote but who are unable to attend the Annual General Meeting in person, are urged to appoint the Chairman of the meeting as their proxy, in accordance with the relevant instructions on the form of proxy, and to submit their form of proxy so as to be received as soon as possible and by no later than 11:00 a.m. on 9 May 2023. This will ensure that your vote will be counted even if you are unable to attend in person.

   4.         Resolutions 

A summary of the resolutions to be proposed at the Annual General Meeting is set out below. Please note that this is not the full text of the Resolutions and you should read this section in conjunction with the Resolutions contained in the formal notice at the end of this document (together with the explanatory notes set out at the end of such notice).

The following resolutions will be proposed at the Annual General Meeting:-

Resolution 1 , which will be proposed as an ordinary resolution, relates to the adoption of the Company's annual accounts for the financial year ended 31 December 2022

Resolution 2 , which will be proposed as an ordinary resolution, seeks Shareholder approval to appoint Gravita Audit Limited as the Company's auditor and to authorise the directors to determine their remuneration. Jeffreys Henry LLP, the Company's current auditor, has indicated that it will not seek re-appointment as the Company's auditor at the Annual General Meeting as, following a business reorganisation, the firm will provide audit services to clients from another company in its group, Gravita Audit Limited.

Resolution 3, which will be proposed as an ordinary resolution, seeks the re-appointment of Penny McCormick as a director of the Company.

Resolution 4, which will be proposed as an ordinary resolution, seeks the re-appointment of Neil Mesher as a director of the Company.

Resolution 5, which will be proposed as an ordinary resolution, seeks the re-appointment of Lyn Rees as a director of the Company.

Resolution 6 , which will be proposed as an ordinary resolution, seeks Shareholder authority to approve the Share Consolidation.

Resolution 7, which will be proposed as a special resolution, seeks to alter the Articles to reflect the change to the nominal value of the Ordinary Shares following the passing of Resolution 6.

Resolution 8 , which will be proposed as an ordinary resolution, seeks Shareholder authority to issue shares.

Resolution 9 , which will be proposed as a special resolution, seeks Shareholder authority to dis-apply shareholder pre-emption rights on any issue of shares under the authority granted in resolution 8.

Resolution 10 , which will be proposed as a special resolution, seeks authority for the Company to make market purchases of its own Ordinary Shares.

As special resolutions, each of Resolutions 7, 9 and 10 requires votes in favour representing 75 per cent. or more of the votes cast (in person or by proxy) at the Annual General Meeting in order to be passed.

   5.         Action to be taken by Shareholders 

A form of proxy for use at the Annual General Meeting is enclosed. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete, sign and return the form of proxy in accordance with the instructions thereon to the Company's Registrars at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD, so as to arrive no later than 11.00 a.m. on 9 May 2023. The return of the form of proxy will not prevent you from attending the Annual General Meeting and voting in person should you wish to do so.

If you hold your shares in uncertificated form in CREST you may appoint a proxy or proxies by utilising the CREST electronic proxy appointment service in accordance with the procedures described in the CREST Manual as set out in the Notice of Annual General Meeting at the end of this document. Proxies submitted via CREST must be received by Neville Registrars Limited (ID 7RA11) no later than 11.00 a.m. on 9 May 2023. The appointment of a proxy using the CREST electronic proxy appointment service will not preclude a Shareholder from attending and voting in person at the Annual General Meeting should they wish to do so.

   6.         Board Recommendations 

The Directors consider that all the proposals to be considered at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the Annual General Meeting as they intend to do in respect of their own beneficial holdings currently amounting to approximately 1.9 per cent. of the issued share capital of the Company. "

For further information contact:

 
 MyHealthChecked PLC                                                www.myhealthchecked.com 
 Penny McCormick, Chief Executive                                           via Walbrook PR 
  Officer 
 
 SPARK Advisory Partners Limited                                   Tel: [phone] 
  (NOMAD) 
 Neil Baldwin 
 
 Dowgate Capital Limited (Broker)                                  Tel: [phone] 
 David Poutney / Nicholas Chambers 
 
 Walbrook PR Ltd (Media       Tel: [phone] or [e-mail] 
  & IR) 
 Paul McManus / Alice Woodings                               Mob: [phone] / +44 
                                                                            (0)7407 804 654 
 
 

About MyHealthChecked PLC ( www.myhealthcheckedplc.com )

MyHealthChecked PLC, based in Cardiff, is an AIM-quoted pioneering UK healthcare company focused on a range of at-home healthcare and wellness tests.

MyHealthChecked is the umbrella brand of a range of at-home rapid tests, as well as DNA, RNA and blood sample collection kits which have been created to support customers on their journeys to wellness. The tests are lateral-flow self-tests, and the sample collection kits enable the collection of blood, urine, nasal or mouth swab samples that are analysed in partner laboratories for a range of biomarkers. The tests will also be made available online and will be viable for over-the -counter purchase.

The MyHealthChecked portfolio has been identified as part of a change in mindset as customers become more familiar with the concept of accessible healthcare in the growing at home testing kit market with a focus on accessibility at the right price, led by UK-based experts.

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April 03, 2023 02:01 ET (06:01 GMT)